Exhibit 99 Certain Risk Factors Which May Impact Our Business, Results of
Operations and Financial Condition

IF WE ARE  UNABLE TO AVOID  SIGNIFICANT  PRODUCT  LIABILITY  CLAIMS  OR  PRODUCT
RECALLS,  WE MAY BE FORCED TO PAY  SUBSTANTIAL  DAMAGE AWARDS AND OTHER EXPENSES
THAT COULD EXCEED OUR ACCRUALS AND INSURANCE COVERAGE.

 We conduct our product development, manufacturing, marketing, service and
support activities with careful regard for the consequences to patients. As with
any body support manufacturer, however, we are often exposed to product
liability claims and product recalls, some of which may have a negative impact
on our business. To incur the substantial costs and expenses as a result of such
claims and recalls, we maintain product liability insurance policies that
collectively carry a policy limit of $1 million worldwide except in the United
States and Canada and reserves that amounted to $670,000 at December 31, 2005.
At present, we have no third-party liability insurance in the U.S. and Canada
and no risk-shifting liability insurance to protect us from the costs of claims
for damages due to the use or recall of our products under certain circumstances
and for specific amounts. If a product liability claim or class action suit is
brought against us for uninsured liabilities in excess of our insurance coverage
and reserves, our business will likely suffer. Other breast implant
manufacturers that suffered such claims in the past have been forced to cease
operations or even to declare bankruptcy. In addition to product liability
claims, we may in the future need to recall or issue field corrections related
to our products due to manufacturing or design deficiencies, labeling errors, or
other safety or regulatory reasons. This recall of products may expose us to
additional product liability claims.

THE SUCCESS OF OUR BUSINESS IS SUBSTANTIALLY DEPENDENT ON THE SALES OF BREAST
IMPLANTS

We anticipate  that sales of breast implants will continue to play a significant
role in our  revenues  for the  foreseeable  future.  Declines  in demand of our
breast  implants  could occur as a result of changes in government  regulations;
new competitive  product release and  enhancements to existing  products;  price
competition;  technological changes and the inability to maintain our technology
relationships; and negative publicity that our products are unsafe. In addition,
because the  majority of breast  augmentation  and  reconstruction  are elective
procedures,  they are not typically covered by insurance.  As a result,  adverse
changes in the economy may cause  consumers to reassess their  spending  choices
and reduce the demand for cosmetic surgery.  If our customers do not continue to
purchase  our  breast  implants  as a result  of these and  other  factors,  our
revenues,  results  of  operations,  and cash  flows  from  operations  would be
adversely affected.

IF WE ARE UNABLE TO CONTINUE TO DEVELOP AND MARKET NEW PRODUCTS AND
TECHNOLOGIES, WE MAY EXPERIENCE A DECREASE IN DEMAND FOR OUR PRODUCTS OR OUR
PRODUCTS COULD BECOME OBSOLETE.

The body support  industry is highly  competitive  and is subject to significant
and rapid  technological  change. We believe that our ability to respond quickly
to  consumer  needs or advances in medical  technologies,  without  compromising
product  quality,  is  crucial to our  success.  We are  continually  engaged in
product  development  and  improvement  programs  to  maintain  and  improve our
competitive position. We cannot,  however,  guarantee that we will be successful
in enhancing  existing  products or developing new products or technologies that
will timely achieve regulatory approval.

There is also a risk that our  products  may not gain  market  acceptance  among
physicians,  patients and the medical community generally.  The degree of market
acceptance of any medical device or other product that we develop will depend on
a number of  factors,  including  demonstrated  clinical  efficacy  and  safety,
cost-effectiveness,  potential  advantages over  alternative  products,  and our
marketing  and  distribution  capabilities.  Physicians  will not  recommend our
products  until  clinical  data or other  factors  demonstrate  their safety and
efficacy compared to other competing  products.  Even if the clinical safety and
efficacy  of using our  products  is  established,  physicians  may elect not to
recommend  using them for any number of other  reasons,  including  whether  our
products best meet the perceived particular needs of the individual patient.

<PAGE>

Our  products  compete  with a number of other  products  manufactured  by major
medical device companies, and may also compete with new products currently under
development  by others.  If our new products do not achieve  significant  market
acceptance,  or if our  current  products  are not  able to  continue  competing
successfully in the changing  market,  our revenues,  income from operations and
cash flows from operations may not grow as much as expected or may even decline.

IF CLINICAL TRIALS FOR OUR PRODUCTS ARE UNSUCCESSFUL OR DELAYED, WE WILL BE
UNABLE TO MEET OUR ANTICIPATED DEVELOPMENT AND COMMERCIALIZATION TIMELINES, AND
OUR BUSINESS PROSPECTS WILL SUFFER.

 Before obtaining regulatory approvals for the commercial sale of any products,
we must demonstrate through pre-clinical testing and clinical trials that our
products are safe and effective for use in humans. Conducting clinical trials is
a lengthy, time-consuming and expensive process. Completion of clinical trials
may take several years or more. Our commencement and rate of completion of
clinical trials may be delayed by many factors, including:

         o lack of efficacy during the clinical trials;
         o unforeseen safety issues;
         o slower than expected patient recruitment for clinical trials;
         o inability to follow patients after treatment in clinical trials;
         o inconsistencies between early clinical trial results and results
           obtained in later clinical trials; and
         o varying interpretations of data generated by clinical trials.

The results from pre-clinical testing and early clinical trials are often not
predictive of results obtained in later clinical trials. A number of new
products have shown promising results in clinical trials, but subsequently
failed to establish sufficient safety and efficacy data to obtain necessary
regulatory approvals. Data obtained from pre-clinical and clinical activities
are susceptible to varying interpretations, which may delay, limit or prevent
regulatory approval. Any delays in, or termination of, our clinical trials will
materially and adversely affect our development and commercialization timelines,
increase our development costs and harm our financial results and commercial
prospects.

WE ARE SUBJECT TO SUBSTANTIAL GOVERNMENT REGULATION, WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS.

The  production  and  marketing  of our  products  and our ongoing  research and
development,  pre-clinical  testing and clinical trial activities are subject to
extensive regulation and review by numerous governmental authorities both in the
U.S.  and abroad.  Most of the  products we develop  must  undergo an  extensive
regulatory  approval process before they can be marketed.  This process makes it
longer,  harder and more costly to bring our  products to market,  and we cannot
guarantee  that any of our products  will be approved,  or, once  approved,  not
recalled.  The  pre-marketing  approval  process can be particularly  expensive,
uncertain  and lengthy,  and a number of devices for which FDA approval has been
sought by other companies have never been approved for marketing. In addition to
these  approval  procedures,   extensive   regulations  also  govern  marketing,
manufacturing,  distribution,  labeling, and record-keeping procedures. If we do
not comply with applicable regulatory requirements, such violations could result
in warning letters,  non-approval,  suspensions of regulatory  approvals,  civil
penalties  and  criminal  fines,   product   seizures  and  recalls,   operating
restrictions, injunctions, and criminal prosecution.

Delays in or rejection of any government entity, including the FDA, of our new
products may also adversely affect our business. Such delays or rejection may be
encountered due to, among other reasons, government or regulatory changes in
policy during the period of product development in each jurisdiction. For
example, in the U.S., there has been a continuing trend of more stringent FDA
oversight in product clearance and enforcement activities, causing medical
device manufacturers to experience longer approval cycles, more uncertainty,
greater risk, and higher expenses. Internationally, there is a risk that we may
not be successful in meeting the quality standards or other certification
requirements. Even if regulatory approval of a product is granted, this approval
may entail limitations on uses for which the product may be labeled and
promoted. It is possible, for example, that we may not receive proper local
regulatory approval to market our current products for broader or different
applications or to market updated products that represent extensions of our
basic technology. In addition, we may not receive French export approval to
export our products in the future, and countries to which products are to be
exported may not approve them for import.

<PAGE>

Our manufacturing facilities are also subject to continual governmental review
and inspection. French regulations related to manufacturing are increasingly
complex and subject to frequent scrutiny. A governmental authority may challenge
our compliance with applicable national, regional, local, and foreign
regulations. In addition, any discovery of previously unknown problems with one
of our products or facilities may result in restrictions on the product or the
facility, including withdrawal of the product from the market or other
enforcement actions.

From time to time, regulatory proposals are introduced that could alter the
review and approval process relating to medical devices. It is possible that the
FDA or other governmental authorities will issue additional regulations further
restricting the sale of our present or proposed products. Any change in
regulations that govern the review and approval process relating to our current
and future products could make it more difficult and costly to obtain approval
for new products, or to produce, market, and distribute existing products.

Our products  compete with a number of other medical  products  manufactured  by
major  companies,  and may  also  compete  with  new  products  currently  under
development  by others.  On January 8, 2004 the FDA released new Draft  Guidance
for Saline, Silicone Gel, and Alternative Breast Implants. This new guidance has
additional  requirements  from the FDA's prior  guidance dated February 2003. We
intend to complete our application to the FDA for the pre-market approval of our
saline-filled  implants  for breast  augmentation,  reconstruction  and revision
during  fiscal 2005,  using this new  guidance.  Any  additional  changes in FDA
guidance may further delay or may otherwise  adversely affect our application or
our review or approval by the FDA. A delay, denial, or "not approvable" response
by the  FDA  would  have a  material  adverse  affect  on our  commercialization
timelines and competitive position. If our competitors gain regulatory approvals
before us in the U.S.  or in any other  geographical  locations,  our  revenues,
income  from  operations  and  cash  flows  from  operations,  may  not  grow as
anticipated and may even decline.

HEALTHCARE REFORM LEGISLATION COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.

If any national healthcare reform or other legislation or regulations are passed
that imposes limits on the number or type of medical procedures that may be
performed or that has the effect of restricting a physician's ability to select
specific products for use in patient procedures, such changes could have a
material adverse effect on the demand for our products. In the U.S., there have
been, and we expect that there will continue to be, a number of federal and
state legislative and regulatory proposals to implement greater governmental
control over the healthcare industry. These proposals create uncertainty as to
our ability to obtain the regulatory authority approvals required for us to sell
our products in the largest market. In a number of foreign markets, the pricing
and profitability of healthcare products are subject to governmental influence
or control. In addition, legislation or regulations that impose restrictions on
the price that may be charged for healthcare products or medical devices may
adversely affect our revenues, income from operations and cash flows from
operations.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS RELATED
TO OUR PRODUCTS OR TECHNOLOGIES, OR WE INFRINGE UPON THE INTELLECTUAL PROPERTY
RIGHTS OF OTHERS, WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE
OUR PRODUCTS AND MAINTAIN PROFITABILITY.

Our success depends in part on our ability to obtain patents or rights to
patents, protect trade secrets, operate without infringing upon the proprietary
rights of others, and prevent others from infringing on our patents, trademarks
and other intellectual property rights. We will be able to protect our
intellectual property from unauthorized use by third parties only to the extent
that it is covered by valid and enforceable patents, trademarks and licenses.
Patent protection generally involves complex legal and factual questions and,
therefore, enforceability of patent rights cannot be predicted with certainty.
Patents, if issued, may be challenged, invalidated or circumvented. Thus, any
patents that we own or license from others may not provide adequate protection
against competitors and further, our technologies may infringe on the patents of
third parties. Moreover, the laws of certain foreign countries do not protect
our intellectual property rights to the same extent as do the laws of the U.S.
or the European Community. In the event of an infringement or violation, we may
face litigation, become subject to damages, and may be prevented from selling
existing products and pursuing product development or commercialization.


<PAGE>

In addition to patents and trademarks,  we rely on trade secrets and proprietary
know-how.  We seek protection of these rights, in part, through  confidentiality
and  proprietary  information  agreements.  These  agreements  may  not  provide
meaningful  protection  or adequate  remedies for violation of our rights in the
event  of  unauthorized  use  or  disclosure  of  confidential  and  proprietary
information.  Failure to protect our proprietary  rights could seriously  impair
our competitive position.

IF OUR COLLABORATIVE PARTNERS DO NOT PERFORM, WE WILL BE UNABLE TO DEVELOP AND
MARKET PRODUCTS AS ANTICIPATED.

We have entered into collaborative  arrangements with third parties, such as GFE
to develop  certain  products and Medicor to market breast  implants.  We cannot
assure  you that  these  collaborations  will  produce  successful  products  or
marketing   efforts.   If  we  fail  to  maintain  our  existing   collaborative
arrangements or fail to enter into additional  collaborative  arrangements,  the
number of products and markets from which we could receive future revenues would
decline.

Our dependence on collaborative arrangements with third parties subjects us to a
number of risks. These collaborative arrangements may not be on terms favorable
to us. Agreements with collaborative partners typically allow partners
significant discretion in electing whether or not to pursue any of the planned
activities. We cannot control the amount and timing of resources our
collaborative partners may devote to products based on the collaboration, and
our partners may choose to pursue alternative products. Our partners may not
perform their obligations as expected. Business combinations, significant
changes in a collaborative partner's business strategy, or its access to
financial resources may adversely affect a partner's willingness or ability to
complete its obligations under the arrangement. Moreover, we could become
involved in disputes with our partners, which could lead to delays or
termination of the collaborations and time-consuming and expensive litigation or
arbitration. Even if we fulfill our obligations under a collaborative agreement,
our partner can terminate the agreement under certain circumstances. If any
collaborative partner were to terminate or breach our agreement with it, or
otherwise fail to complete its obligations in a timely manner, our chances of
successfully commercializing products would be materially and adversely
affected.

WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR CERTAIN PRODUCTS AND RAW
MATERIALS AND THE LOSS OF ANY SUPPLIER COULD ADVERSELY AFFECT OUR ABILITY TO
MANUFACTURE MANY OF OUR PRODUCTS.

We  currently  rely on a single  supplier  for  titanium-based  coating  for our
products,  used primarily in the  manufacturing of breast  implants.  We rely on
this  supplier to provide us with such coating on our  products.  Our  agreement
terminates in 2009. If we cannot maintain the  relationship  with this supplier,
we may have to discontinue the manufacturing of certain  products.  Furthermore,
we would have to substitute the raw materials  currently utilized by alternative
raw materials  which may be of lesser quality and provided at higher cost to us.
The  termination of this  relationship  or any disruption in the supply of these
materials  could have a material  adverse  effect on our  revenues,  income from
operations and cash flows from operations.

<PAGE>

OUR INTERNATIONAL BUSINESS EXPOSES US TO A NUMBER OF RISKS.

We conduct  all our  marketing,  manufacturing,  and  research  and  development
outside of the U.S. More than 68.4% of our sales are derived from  international
operations  outside  of  France,   where  our  main  operations  are  conducted.
Accordingly,  any  material  decrease  in  foreign  sales  would have a material
adverse effect on our overall sales and profitability. Most of our international
sales  are  denominated  in  Euros.  Depreciation  or  devaluation  of the local
currencies  of  countries  where we sell our products may result in our products
becoming  more  expensive  in  local  currency  terms,   thus  reducing  demand.
Furthermore,  all our  operating  activities  are  located  outside  of the U.S.
Therefore,  substantially  all of our  operating  expenses  are  denominated  in
currencies  other than the U.S.  dollar.  We cannot  guarantee  that we will not
experience  unfavorable  currency  fluctuation effects in future periods,  which
could  have an adverse  effect on our  operating  results.  Our  operations  and
financial  results  also may be  significantly  affected by other  international
factors, including:

         o foreign government regulation of body support products;
         o product liability, intellectual property and other claims;
         o new export license requirements;
         o political or economic instability in our target markets;
         o trade restrictions;
         o changes in tax laws and tariffs;
         o inadequate protection of intellectual property rights in some
           countries;
         o managing foreign distributors and staffing;
         o managing foreign subsidiaries; and
         o competition.

If these risks actually materialize, our revenues, results of operations and
cash flows from operations may decrease.

WE RELY ON INDIRECT DISTRIBUTION CHANNELS AND MAJOR DISTRIBUTORS THAT WE DO NOT
CONTROL.

We rely  significantly on independent  distributors to market and distribute our
products. We do not control our distributors. Additionally, our distributors are
not  obligated  to buy our  products  and could also  represent  other  lines of
products.  Some of our  distributors  maintain  inventories  of our products for
resale to physicians.  If  distributors  reduce their inventory of our products,
our  business  could  be  adversely   affected.   Further,   we  could  maintain
individually significant accounts receivable balances with certain distributors.
The financial  condition of our distributors  could deteriorate and distributors
could  significantly  delay  or  default  on  their  payment  obligations.   Any
significant  delays or  defaults  could  have a material  adverse  effect on our
revenues, income from operations and cash flows from operations.

IF OUR USE OF HAZARDOUS MATERIALS RESULTS IN CONTAMINATION OR INJURY, WE COULD
SUFFER SIGNIFICANT FINANCIAL LOSS.

Our  manufacturing  and  research  activities  involve  the  controlled  use  of
hazardous materials. We cannot eliminate the risk of accidental contamination or
injury  from  these  materials.  In the event of an  accident  or  environmental
discharge, we may be held liable for any resulting damages, which may exceed our
financial  resources.  We  currently  do not carry  insurance  specifically  for
hazardous  material  claims.  We may be required to incur  significant  costs to
comply with  environmental  laws and regulations,  which may change from time to
time. To date, we have not been the subject of any  environmental  investigation
by governmental authorities.

<PAGE>

OUR STOCK PRICE HAS BEEN VOLATILE AND OUR TRADING VOLUME HAS HISTORICALLY BEEN
LOWER THAN THAT OF MANY PUBLICLY-TRADED COMPANIES.

Historically,  the  market  price of our  common  stock  has  from  time to time
experienced  price  fluctuations,  some of which are  unrelated to our operating
performance and beyond our control. These factors include:

     o    availability of shares offered for sale;
     o    quarter-to-quarter variations in our operating results;
     o    the results of testing,  technological innovations,  or new commercial
          products by us or our competitors;
     o    governmental actions, regulations, rules, and orders;
     o    general  conditions  in the  healthcare,  medical  device,  or plastic
          surgery industries;
     o    changes in earnings estimates by securities analysts;
     o    developments and litigation  concerning  patents or other intellectual
          property rights;
     o    litigation or public concern about the safety of our products; and
     o    general economic factors, such as foreign exchanges rates.

Historically, our common stock has also had a low trading volume, and likely
will continue to have a low trading volume in the future. We cannot guarantee
that an active public market for our common stock will develop and be sustained.
Additionally, we have not always timely filed our quarterly and annual reports,
which resulted in our common stock being temporarily delisted from trading on
the Over-The-Counter Bulletin Board interruptions in the trading of our stock.
This low volume may contribute to the volatility of the market price of our
common stock. It is likely that the market price of our common stock will
continue to fluctuate significantly in the future.

OUR REPORTED  EARNINGS PER SHARE MAY BE MORE VOLATILE  BECAUSE OF THE CONTINGENT
CONVERSION PROVISION OF OUR DEBENTURES.

Holders of our 1% and 10%  convertible  debentures  are  entitled to convert the
notes into our common stock during any fiscal  quarter  prior to October 9, 2008
and March 25, 2009, respectively.  In addition,  certain holders are entitled to
anti-dilution  protection.  Until the notes are converted, the shares underlying
the notes are not included in the  calculation of our basic or diluted  earnings
per share.  Should a  contingency  be met,  diluted  earnings per share would be
expected to decrease as a result of the  inclusion of the  underlying  shares in
the  diluted  earnings  per  share  calculation.  Additionally,  the  per  share
conversion  price for the  convertible  debentures  are based on the lesser of a
fixed price  percentage of the average of our lowest  closing prices for certain
periods.  Thus,  volatility,  low volume of trades and lower stock  prices could
cause further dilution to our existing and future shareholders.

FUTURE CHANGES IN FINANCIAL ACCOUNTING STANDARDS MAY CAUSE ADVERSE UNEXPECTED
REVENUE OR EXPENSE FLUCTUATIONS AND AFFECT OUR REPORTED RESULTS OF OPERATIONS.

A change in accounting standards could have a significant effect on our reported
results and may even affect our reporting of transactions completed before the
change is effective. Any changes requiring that we record compensation expense
in the statement of operations for employee stock options as an example using
the fair value method could have a significant negative effect on our reported
results. New pronouncements and varying interpretations of pronouncements have
occurred and may occur in the future. Changes to existing rules or the
questioning of current practices may adversely affect our reported financial
results and the manner in which we conduct our business.

IF WE DETERMINE  THAT ANY OF OUR GOODWILL OR INTANGIBLE  ASSETS IS IMPAIRED,  WE
WOULD BE REQUIRED TO A CHARGE TO EARNINGS,  WHICH COULD HAVE A MATERIAL  ADVERSE
EFFECT ON OUR RESULTS OF OPERATIONS.

We have a significant amount of goodwill and other intangible assets,  primarily
as a result of the acquisition of our Spain operations. In July 2001, we adopted
SFAS No. 141,  Business  Combinations,  and in January 2002, we adopted SFAS No.
142,  Goodwill and Other Intangible  Assets.  As a result, we no longer amortize
goodwill and  intangible  assets that are deemed to have  indefinite  lives.  We
periodically evaluate our intangible assets, for impairment. As of September 30,
2004,  we had  approximately  $1 million of goodwill.  We review for  impairment
annually,  or sooner if events or changes  in  circumstances  indicate  that the
carrying  amount  could exceed fair value.  Fair values are based on  discounted
cash flows using a discount rate  determined by our  management to be consistent
with  industry  discount  rates and the risks  inherent in our current  business
model. Due to uncertain market  conditions and potential changes in our strategy
and product  portfolio,  it is possible that the forecasts we use to support our
goodwill could change in the future, which could result in non-cash charges that
would adversely affect our results of operations and financial condition.

IF WE FAIL TO MANAGE OUR OPERATIONS OR FAIL TO CONTINUE TO  EFFECTIVELY  CONTROL
EXPENSES, OUR REVENUES, RESUTS OF OPERATIONS AND CASH FLOW FROM OPERATIONS COULD
DECREASE.

The scope of our operations, the number of our employees and the geographic area
of our operations have varied and may grow rapidly.  In addition,  we acquired a
company  in  Spain  in  2002.  This  growth  and the  assimilation  of  acquired
operations and their employees  could continue to place a significant  strain on
our managerial,  operational and financial  resources.  To manage our growth, if
any,  effectively,  we need to continue  to  implement  and  improve  additional
management and financial systems and controls.  We may not be able to manage the
current scope of our operations or future growth  effectively  and still exploit
market  opportunities for our products in a timely and  cost-effective  way. Our
future operating results could also depend on our ability to manage an expanding
product line, marketing and sales.

WE COULD CHANGE OUR MARKETING PROGRAMS, WHICH COULD NEGATIVELY IMPACT THE TIMING
OF OUR RECOGNITION OF REVENUES.

We continually  re-evaluate our marketing  programs,  including specific pricing
models,  delivery methods,  and terms and conditions,  to effectively market our
current  and future  products  and  services.  We may  implement  new  marketing
programs,  including  offering  specified and  unspecified  enhancements  to our
current and future  products.  Such changes  could result in deferring  revenues
over a future  period as opposed to upon the initial  shipment  of the  product.
Changes  to our  marketing  programs,  including  the  timing of the  release of
enhancements,  discounts  and other  factors,  could  impact  the  timing of the
recognition of revenue for our products and could adversely affect our operating
results and financial condition.

IF WE LOSE KEY PERSONNEL, CANNOT INTEGRATE NEWLY HIRED PERSONNEL, OR CANNOT HIRE
ENOUGH  QUALIFIED  EMPLOYEES,  OUR  ABILITY  TO  MANAGE  OUR  BUSINESS  COULD BE
ADVERSELY AFFECTED.

Our  success  depends,  in large  part,  upon the  services  of a number  of key
employees,  such as Jean-Claude  Mas and our Chief  Executive  Officer and Chief
Financial  Officer,  Mr.  Sereyjol-Garros  and  Mr.  Couty,  respectively.   The
effective  management of our growth,  if any, depends upon our ability to retain
highly skilled technical,  managerial, finance and marketing personnel. The loss
of the  services  of key  personnel  might  significantly  delay or prevent  the
achievement of our development and strategic objectives.  We do not maintain key
person life  insurance  on any of our  employees,  and none of our  employees is
under any obligation to continue providing services to us.

We must  continue to attract key  personnel  to develop  new  products,  product
enhancements and  technologies.  Competition for highly skilled employees in our
industry  is high,  and we  cannot  be  certain  that we will be  successful  in
recruiting or retaining such personnel. We also believe that our success depends
to a  significant  extent  on  the  ability  of our  key  personnel  to  operate
effectively,  both  individually  and as a group.  If we are unable to identify,
hire and  integrate  new employees in a timely and  cost-effective  manner,  our
ability to develop  future  enhancements  and features to our existing or future
products as well as expand to new markets  could be  delayed.  Any delays  could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.